Performant Healthcare Form 4: $7.75 per share cash-out on merger

Rhea-AI Filing Summary

Performant Healthcare (PHLT) director Shantanu Agrawal reported merger-related dispositions on a Form 4. On 10/21/2025, 44,430 shares of common stock were canceled and converted to the right to receive $7.75 per share in cash, consistent with the completed merger terms.

In addition, time-based restricted stock units were canceled for cash: 35,616 RSUs and 25,251 RSUs, each paying cash equal to the underlying shares multiplied by $7.75. Following these transactions, the reporting person showed 0 shares and 0 derivative securities beneficially owned.

Insights

Equity compensation analyst

Routine Form 4 reflecting merger cash-out at $7.75 per share.

The filing records automatic conversion of equity at closing of the merger, with common shares canceled for $7.75 per share and time-based RSUs settled in cash at the same rate. This aligns with typical change-in-control treatment where outstanding equity converts to cash consideration.

The director’s holdings go to zero post-transaction, indicating no remaining beneficial ownership from these awards after the merger date of 10/21/2025. Actual financial impact to the individual mirrors the number of shares and RSUs reported at $7.75 each; broader issuer implications are outside this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Agrawal Shantanu

(Last) (First) (Middle)

900 SOUTH PINE ISLAND ROAD

SUITE 150

(Street)

PLANTATION FL 33324

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Performant Healthcare Inc [ PHLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2025		D(1)(2)		44,430	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	10/21/2025		D			35,616	(3)	(4)	Common Stock	35,616(3)	$7.75	0	D
Restricted Stock Units	(3)	10/21/2025		D			25,251	(3)	(4)	Common Stock	25,251(3)	$7.75	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated July 31, 2025 (the "Merger Agreement"), by and among Performant Healthcare, Inc. ("Performant" or "Company"), Continental Buyer, Inc., a Delaware corporation ("Continental" or "Parent") and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Performant, with Performant surviving the merger as a wholly-owned subsidiary of Continental (the "Merger").

2. Effective as of immediately prior to the Effective Time (as defined in the Merger Agreement), each share of the Company's Common Stock, par value $0.0001 per share, as the "Common Stock" or "Company Shares" issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive $7.75 in cash without interest (the "Merger Consideration") subject to any applicable withholding taxes as provided in the Merger Agreement.

3. Effective immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to time-based vesting restrictions, whether vested or unvested, that is outstanding immediately prior to the Effective Time (each, a "Performant RSU") will automatically be canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes) equal to (i) the total number of Company Shares underlying such Performant RSU multiplied by (ii) the Merger Consideration.

4. All equity awards under the terms of the Company's Amended and Restated 2012 Stock Incentive Plan expire on the tenth anniversary of the original grant date.

Remarks:

	/s/ Rohit Ramchandani, Attorney-in-Fact for Shantanu Agrawal	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did PHLT disclose in this Form 4?

A director reported merger-related dispositions on 10/21/2025, with 44,430 common shares canceled for $7.75 per share and RSUs cash-settled.

What was the cash consideration per PHLT share in the merger?

Each share of common stock converted to the right to receive $7.75 in cash.

How many PHLT RSUs were canceled for cash settlement?

Two RSU tranches were canceled: 35,616 and 25,251, each payable in cash at $7.75 per underlying share.

What is the reporting person’s PHLT ownership after the transaction?

The filing shows 0 shares and 0 derivative securities beneficially owned following the transactions.

Why were the PHLT equity awards canceled?

Under the merger agreement, outstanding common stock and time-based RSUs were canceled and converted into cash based on the $7.75 consideration.